Professional Documents
Culture Documents
Frank Hazevoets CFO and Company secretary Luc Van de Steen Member of the Board Brussels January 14, 2010
Notice
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. This document may contain forward-looking statements and estimates made by the Company, including with respect to the anticipated future performance of TiGenix and the market in which it operates. They include all matters that are not historical facts. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond the Company's control. Therefore, actual results, the financial condition, performance or achievements of TiGenix, or industry results, may turn out to be materially different from any future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Forward-looking statements, forecasts and estimates only speak as of the date of this document and no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. TiGenix disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in the Companys expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based.
TiGenix at a glance
Focus Regenerative medicine - Innovative local treatments for damaged and diseased joints ChondroCelect, autologous cell-based product for cartilage repair. First approved ATMP in Europe. ChondromimeticTM, resorbable implant for treatment of osteochondral defects. Approved in Europe (CE)
Products
Pipeline
Complementary regenerative medicine products, integrating biomaterials and adult stem cells
HQ in Leuven (Belgium); Manufacturing in Belgium, the Netherlands & Memphis (US); Cambridge (UK) Listed on Euronext Brussels since March 07 Raised in total mEUR 88
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Locations
Finance
Regenerative Medicine
Regenerative medicine replaces or regenerates human cells, tissue or organs, to restore or establish normal function
Regenerative Medicine
Cells
Biomaterials
Growth factors
Cell Therapy
Tissue Engineering
TiGenix strategy
Indication scope Other Cardio Skin Muscle Spine Bone
tibia
TiGenix aims to be a global leader in regenerative medicine solutions for patients with damaged and arthritic joints
femur
articular cartilage
Ligaments
outer meniscus
inner meniscus
Growth factors
Technology scope
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Acquisition of Orthomimetics
Indication scope Other Cardio Skin Muscle Spine Bone Tendon Meniscus
UK based; spin-out from MIT and University of Cambridge Regenerative Medicine for a mobile, active life Lead product for osteochondral repair CE-marked, complementary to ChondroCelect: distinct indication, same point of sale Leading collagen-based biomaterials platform
Cartilage
Cells Biomaterials Growth factors
Technology scope
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ChondroCelect
Chondromimetic
Osteochondral Plug
GMP Manufacturing
Europe
GMP approved cleanroom facility EU capacity secured for product launch New site and financing secured; Construction started upon approval
U.S.A (Memphis)
Operational cell expansion facility 1,500 m fully equipped cell culture and 2,000m expansion space Team in place
EU market launch
Commercial core team in place
Key reference centers trained Ease of use supported Communication campaign ready Pricing and reimbursement on track
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Investors
ING Private Equity, Capricorn Venture Partners, Auriga Partners,
Use of proceeds:
clinical development of lead product development and expansion of product pipeline and IP position setting up of in-house research laboratory strengthening the team
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Investors
Existing investors Broader base of knowledgable investors
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Pre-investment Post-investment
Support (e.g. in recruiting) Sounding board & sparring partner : strategic direction Industry expertise & contacts More formality in corporate governance Financial reporting/communication Milestone driven
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Data room preparation Due diligence Comfort Letters, legal opinions Business Plan/Valuation Equity story Audited accounts IFRS Preparation of legal documents
- Underwriting agreement - Agreement among managers - Legal opinions
Signing
- Underwriting agreement - Agreement among managers
Prospectus drafting Present project to authorities Filling CBFA Review CBFA Approval CBFA Filing Euronext Board meeting Prospectus translation
45 persons
Research preparation
Research distribution
Listing + 40 days
Investor education
V4G
Strategic consultant
CITYGATE
PR Advisors
Presse conference
Retail meetings in Leuven and Gent Auditors Press meetings, Kanaal Z, VFB
Launch Price range Bookbuilding Pricing/allocation Listing Payment date
Roadshow
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Post-IPO
One class of shares
Class E
Free float
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Advantages/inconveniences of a listing
Additional source of funding Listed shares as financing tool Creating visibility and awareness Regular reporting
Business update
Transparancy Corporate governance Short term stock performance vs long term strategy
Open communication and corporate governance structures in place to contribute to the creation of long-term stakeholder value
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The Board appointed a Chairman (who must always be different from the CEO) and a Company Secretary
The Board has delegated the Companys daily management to a managing director The Board has established
Shareholding structure
Important early stage investors still reference shareholders
ING Group, BNP-Paribas Fortis Group, Gemma-Frisius Key management Have brought Tigenix to where it is today Ensured stability
Institutional investors
Important new sources of funding Not represented in the Board Stable: show confidence in long term goals
Other Investors
Market actors Shorter term investors, variable and unknown
TiGenix aims to be a global leader in regenerative medicine solutions for patients with damaged and arthritic joints Take, manage and control risks Control
- Review reporting (Audit committee) - Business and financial update - Supervise Corporate communication
tibia
outer meniscus inner meniscus
Accountability
Composition
Diversity in knowledge and experience (scientific, processes, financial, legal, market(ing) Acting in the interest of the company Medium-Long term mindset Room for discussion Adapt composition to Corporate needs throughout evolution
Very active and engaged Board: Sufficient time to exercise their duties 2009: 14 meetings : Board involved soon in important decisions Important decisions regularly require second meeting Not purely Go/ No go decisions Responsible for acquiring and maintaining skills and knowledge
It is not just about the Board of Directors, it is about all levels in a company
Control is necessary, but lets not forget about strategy and entrepreneurship
Means
Guidance Spirit Entrepreneurship Risk taking Assurance
Goal
Compliance Written rules Abuse Recklessness Guarantees
Corporate Governance is a building block for success in the long run but no guarantee for success
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